Borrower shall maintain a register (the "Register") on its books which shall show from time to time with respect to any Term 2 Noteholder the principal amount and interest on the Term 2 Note as provided in this Agreement.
The Term 2 Noteholder shall not be obligated to purchase the Term 2 Note or to take, fulfill, or perform any other action hereunder, until the following conditions have been satisfied or provided for in a manner reasonably satisfactory to Term 2 Noteholder, or waived in writing by Term 2 Noteholder: (a) Note Purchase Agreement; Note Purchase Documents.
The Term 2 Note shall be purchased at a closing (the "Closing") to be held at the offices of Winston & Strawn LLP, 35 West Wacker Drive, Chicago, Illinois 60601 or such other location as agreed to by the Borrower and the Term 2 Noteholder, at 10:00 a.m. local time, on the date on which this Agreement is executed and delivered and upon satisfaction of the conditions described in Section 2 (the "Closing Date").
The Borrower agrees to issue and sell to the Term 2 Noteholder, and the Term 2 Noteholder agrees to purchase from the Borrower in reliance upon the representations, warranties, terms and conditions of this Agreement, a Senior Secured Promissory Note due August 20, 2009 in the aggregate original principal amount of $61,800,000 in the form attached hereto as Exhibit l.1(a) (the "Term 2 Note").
The Term 2 Note shall bear interest (based on a 360-day year of twelve 30-day months) on the unpaid principal amount thereof as set forth in the Term 2 Note.